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HomeMy WebLinkAboutRes 42-79 11/20/1979 /' RESOLUTION NO. 42-79 WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have heretofore determined that it is necessary and desirable for the health and welfare of resi- dents of the Village of Mount Prospect that it acquire and operate the water distribution system presently owned and operated within the corporate limits of the Village by Prospect Meadows Water Company of Illinois; and WHEREAS, Prospect Meadows Water Company of Illinois desires to sell to the Village its said water distribution system located within the area described in Exhibit A to the pro- posed Purchase Agreement attached hereto; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect desire to authorize and direct the Village President to execute a Purchase Agreement in the form attached hereto, and to authorize and direct the Village Clerk to attest the signature of the Village President, NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION ONE: The Village President be and she is hereby authorized and directed to execute a Purchase Agreement between Prospect Meadows Water Company of Illinois and the Village of Mount Prospeqt in the form attached to this reso- lution and made a part hereof by this reference, and the Village Clerk be and he is hereby authorized and directed to attest the execution thereof by the Village President. SECTION TWO: This resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. PASSED THIS 20th DAY OF November , 1979. AYES: Farley, Floros, Miller, Murauskis, Richardson, Wattenberg NAYS: None ABSENT: None APPROVED THIS 20th DAY OF November , 1979. ~J/~ Village Presi8ent ATTEST: /--- t"' , I ! i Y - a7td~ (.z) r'~~~'Z?'::~?'--Vr..t2-~/0 Village ClerK STATE OF ILLINOIS COUNTY OF COOK ss CERTIFICATE WE, the undersigned, CAROLYN H. KRAUSE and CAROL A. FIELDS, certify that we are Village President and Deputy Village Clerk, respectively, of the VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation (hereinafter referred to as the "Villagell). We further certify that all representations and warranties made by said Village to Prospect Meadows Water Company of Illinois in a certain contract dated December 3, 1979, between Prospect Meadows Water Company of Illinois and the Village, by the terms of which the Village agrees to buy, and Prospect Meadows Water Company of Illinois agrees to sell; the water distribution system of Prospect Meadows Water Company of Illinois, are true as of December 12, 1979, the closing date under such agreement. We further certify that all representations and warranties made by the Village to Prospect Meadows Water Company of Illinois in any certificate or documents delivered pursuant to the provisions of the aforesaid agreement, or in connection with the transactions contemplated thereby, are true and correct as of December 12, 1979, the closing date under such agreement. We further certify that the Village has performed and complied with all agreements and conditions required by the aforesaid agreement to be performed or complied with by the Village prior to or at the closing date. ",~,-."-",,. """"'.''''''''''-R~A,''~",''?''~",,",,,,~,",,,,,,'~,o,,,,,,,~,,_..,..,,,,,,,,,~,,,,,",,,,,,,_,,,,.A""""""'''''".....'".=;f~'''''''''.'=,"''''!:r,';=,,..~='''>"s;r,~=..=''''';,,,..,.~,~.~~'~~_.~e"'''''''"'"''''...",_.~'''''-"=;''''_=-"~~~,~_~",..,_<'.."",..".",,,.'"''''''''''~__.~',,''^~===="'''''',,,.<"wr:.,...."t,''''!:..h''"==,...,.,..,,,~'''.__..._..~,~_.___.______ - 2 - Dated at Mount Prospect, Illinois, this 12th day of December, 1979. /f /' ~ ~JI 1~ CAROLYN. KRAUSE Village President Village of Mount Prospect /) ? ^ / -/'il Aa/;ti/~cJ~~ CAROL A. FIELDS Deputy Village Clerk Village of Mount Prospect ,', c~ J , '. STATE: OF ILLINOIS ) ) SS COUNTY OF COOK ) I, the undersigned, a Notary Public, in and for the County, and State aforesaid, DO HEREBY CERTIFY, that CAROLYN H. KRAUSE personally known to me to be the President of the VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation, and CAROL A. FIELDS personally known to me to be the Deputy Village Clerk of said Village, and per- sonally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Village President and Deputy Village Clerk, they signed and delivered the said instrument as Village President and Deputy Village Clerk of said Village, and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority by the Board of Trustees of said Village as their free and voluntary act, and as the free and voluntary act and deed of said Village, for the uses and purposes therein set forth. Given under my hand and of'ficial seal this /I~ day of December, 1979. (SEAL) C?;tt~-<~~ iJ.':h? NOTARY PUBLIC ". ~ '" ":,,. " PURCHASE AGREEMENT BETWEEN PROSPECT MEADOWS WATER COMPANY OF ILLINOIS AND THE VILLAGE OF MOUNT PROSPECT December THIS AGREEMENT, dated as of the 3rd day of , 1979, by and between PROSPECT MEADOWS WATER COMPANY OF ILLINOIS, an Illinois corporation (here- inafter referred to as "Prospect Meadows"), and the VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation (here- inafter referred to as "the Villagell), WIT N E SSE T H: WHEREAS, Prospect Meadows owns and operates a water distribution system within the corporate limits of the Village of Mount Prospect, which system is hereinafter more fully described; and WHEREAS, Prospect Meadows desires to sell to the Village and the Village desires to purchase the said water distribution system; NOW, THEREFOR~, for and in consideration of the premises and of the mutual covenants and agreements herein- after set forth, the parties hereto mutually agree as follows: ARTICLE I Acquisition and Transfer of Properties Section l.Ol Properties to be Transferred (a) Prospect Meadows agrees to sell, convey and transfer by good and sufficient bill of sale or instruments of conveyance or assignment to the Village, free and clear of all encumbrances (except as set forth in Section 1.Ol(b) herein), all of the water distribution system of Prospect Meadows located in the area shown in Exhibit A attached to - 2 - this Agreement and made a part hereof by this reference, including, but not limited to the following: all under- ground pipes, mains and facilities, and all right, title and interest of Prospect Meadows in and to any leaseholds or easements on which any distribution facilities of Prospect Meadows are located, which property and assets are presently owned by Prospect Meadows; and all of the materials and supplies owned and used by Prospect Meadows and capable of being used by the village in connection with the operation of the said water distribution system. The physical property, assets, materials, and supplies of Prospect Meadows being acquired by the Village under the terms of this Agreement are set forth in Appendix B attached to this Agreement and by this reference"are made a part hereof. It is mutually understood and agreed that the property, assets" materials, and supplies of Prospect Meadows being acquired by the Village do not include any stock, bonds, securities, or cash on hand or deposited to the credit of Prospect Meadows in any bank or financial institution. (b) A water distribution pipe lays in the ground along a line that commences approximately ten feet Easterly of an iron pipe which marks the Northwesterly corner of Lot 13 in Block 1 of Prospect Meadows Subdivision, and terminates at the fire hydrant which is approximately ten feet Southerly of an iron pipe which marks the Southwesterly corner of said Lot l3 as shown on Exhibit B attached hereto and incorporated herein by reference. To the extent that such water distribution pipe lies outside of the five foot . . - 3 - public utility easements along and parallel to the Norbherly and Westerly lot lines of said Lot l3, Prospect Meadows does not covenant or warrant that it is the lawful owner and holder of a valid and subsisting right of way for such water distribution pipe, nor will it warrant and defend the same against the lawful claims and demands of any person. Section l.02 Purchase Price The purchase price for the water distribution system shall be determined as follows: (1) The base price is SEVENTY~EIGHT THOUSAND DOLLARS ($78,000). (2) The base price shall be adjusted on the Closing Date as follows: (a) The amount of TWO THOUSAND SIX HUNDRED TWENTY-FIVE DOLLARS ($2,625.00) shall be added to the base price, such amount being one-half of the cost heretofore incurred by the Village on behalf of Prospect Meadows in constructing an emergency connection between the water dis- tribution systems of Prospect Meadows and the Village. (b) The base price shall be adjusted by the usual and customary prorations at the Closing. Section l.03 Work to be Performed by Village Prospect Meadows will advance to the Village the cost of disconnecting the discharge outlet from the tank located at Well Site No. l, to the Prospect Meadows water distribution system, and the capping off of such discharge outlet. Upon receipt of such reimbursement, the Village will cause such work to be performed in accordance with all applicable regulations. Such work may be performed by or on behalf of the Village prior to Closing. ',~""""<c,,,''''''...'<<''''"."'"'r''~'"''~''''''''''''''~'"'',M'.O^''''.=,==='',''''!ll:!'01'o"",*:"",<=,'='''''''''''''~''''';"''''"""""",=.~~,,:nl.j(,=$\.'O'1>Jmu'':I:'=,~''''''''=''''"''"'~-'--"._-<'~___.._.,.______._.___~_~.~_~."...,""".",.~""..,...,.,.~..~~~__~''''''''''.'>"""'''''''''''''''''''''''''''''''''''''''=-"''''''.'''''_,""~,,,.''',",,~~'''__'____'' - 4 - Section l.04 Closing LA} Delivery of the instruments of conveyance, assignment and transfer to be delivered by Prospect Meadows and payment by the Village of the purchase price, shall take place at the offices of Prospect Meadows at 10:00 a.m. on December 12, 1979, or such other place as the parties shall agree upon in writing. (B) At the Closing, Prospect Meadows shall deliver to the Village such number of executed counterparts of the instruments of conveyance, assignment and transfer to be delivered by it as the Village may reasonably require. Pos- session, use and occupancy of the said water distribution system shall pass to the Village at l2:0l a.m. on the first day following the Closing Date (hereinafter called the IITransfer Date"). All prorations shall be computed as of the Closing Date. Section l.OS Books and Records Prospect Meadows agrees to permit the duly autho- rized attorneys, accountants, engineers and other representa- tives of the Village to make reasonable inspections of Prospect Meadow's books and records (including operating records, but not including corporate minute books, financial statements, or income tax returns) and to make copies thereof. If Prospect Meadows delivers any original books, records or other documents to the Village, then the Vil- lage shall preserve the same for as long as the rules, regulations and procedures of governmental authorities applicable in respect thereof may require, provided that Prospect Meadows so requests in writing within 90 days - 5 - after the Closing Date, such request to set forth the period of retention and the basis for requiring such retention. During such period of retention, the Village shall make available to Prospect Meadows for examination and reproduction at all reasonable times and for any reasonable purpose, such original books, records or other documents. Prospect Meadows shall preserve all original books, records and other documents pertinent to the properties to be transferred not delivered to the Village for as long as the Village may request, provided the Village so requests in writing within 90 days after the Closing Date, such request to set forth the period of retention and the basis for requiring such retention. During such period of retention, Prospect Meadows' shall make available to the Village for examination and repro- duction at all reasonable times and for any reasonable purpose, such original books, records, and other documents (including operating records, but not including corporate minute books, financial statements or income tax returns) . Section 1.06 Easement to be Granted to Village Prospect Meadows will deliver to the Village at Closing an instrument granting the Village a perpetual easement for water utility purposes. The easement is to be on Lot 4, Block 3, in Prospect Meadows Subdivision. It is to be l5 feet wide and is to lie along and parallel with the Northerly line of said Lot 4. - 6 - ARTICLE II Prorations Section 2.0l Prepaid Expenses and Deferred Credits There shall be prorated between Prospect Meadows and the Village all fees, if any, required in connection with permits, occupation licenses and any other licenses pertaining to Prospect Meadows' water distribution system, or the operation thereof, and prepayments theretofore re- ceived or paid by Prospect Meadows under any agreements or obligations which might be assumed by the Village in connection with the sale contemplated by this Agreement. Prospect Meadows shall cancel as of the Transfer Date all insurance it may have with respect to the said water distribution system, and the operation thereof, and shall be entitled to retain the proceeds thereof. The Village shall pay to Prospect Meadows an amount equal to its share of all prepaid expenses (including insurance), if any, and Prospect Meadows shall pay to the Village an amount equal to its share of all deferred credits. Section 2.02 Taxes All real and personal property taxes, if any, shall be prorated between Prospect Meadows and the Village as of the Closing Date on the basis of the taxes assessed for the most recent ascertainable tax period. Section 2.03 Billed and Unbilled Accounts (a) All acounts receivable of Prospect Meadows for unpaid bills rendered prior to the Closing Date shall remain the property of Prospect Meadows. (b) Prospect Meadows and the Village agree that the Village will read all water meters on the water distri- bution system to be conveyed pursuant to this agreement on - 7 - or about December l5, 1979, and issue bills therefor. The Village agrees that within lO days of the date of issuance of said bills, it will advise Prospect Meadows of its prorata share of the said billings, such proration to be made as of the Closing Date. Prospect Meadows represents to the Village that it does not hold any customer security deposits. (c) All money collected by the Village which is required to be paid to Prospect Meadows pursuant to the foregoing' provisions of this Section 2.03 shall be paid to Prospect Meadows by the Village on or before the tenth day of the month following the month in which the money is collected. ARTICLE ITI Indemnities Section 3.0l Prospect Meadows' Indemnities Prospect Meadows agrees to indemnify and save the Village harmless from all claims, liability, loss or damage: (Al Arising out of any default under or failure to perform, on the part of Prospect Meadows, prior to the Transfer Date, all contracts, leases, permits and all other obligations assigned to the Village; (B) For all torts of Prospect Meadows occuring prior to the Transfer Date arising out of the ownership and operation of said water distribution system. -,~,-",,,,~~^,,,,_,,,,,,,,"~,,,",,,~,=,,,,,~~,,,-,_,<-,,-,,,,,,,,,,,,,,~,,,",,,,,",,,,,,""""""".',,,r:--=--~~='""""'~'~-------.------"'-~'-'~-'--'-~'-"~'-~"'''1;'''1W='\;'C'"""="%"""""'-""~!"~"_^"~=""'",""" - 8 - Section 3.02 The Village's Indemnities The Village agrees to indemnify and save Prospect Meadows harmless from all claims, liability, loss or damage: (A) Arising out of any default under or failure to perform, on the part of the Village, subsequent to the Transfer Date, all contracts, leases, permits and other obligations assigned to the Village; (B) For all torts of the Village occuring subsequent to the Transfer Date arising out of the ownership and operation of the water distribution system sold pur- suant to this agreement. ARTICLE IV Representations and Warranties Section 4.0l Prospect Meadows' Representations and Warranties Prospect Meadows represents and warrants to the Village as follows: (A) Organization and Standing. That it is a corporation duly organized, validly existing and in good standing under the laws of Illinois. (B) Authority. That the execution and delivery of this Agreement and the sale contemplated hereby have been duly authorized by Prospect Meadows' Board of Directors and that true and correct copies, certified by its Secretary or Assistant Secretary, of the resolutions of its Board of ""' ....,."",.,""...".,",.,~.,~.""c~,""" ',(","","',_,O,~,"'=:~'_,~""'~=,""."Y"'.',"'""""'",,,^,~'."'''''''''''''''=''''''"j)~=.'=,u."l;&;,.u:,'':'1'jl>~,~~=::;;~>;'.w>'.;;l\'Q=,..."",='''''''''''''~__,___~~_'_~__~~_,__~,__"~,.,~,__",,,.~,,,,,,,,,,,,~__,-,=,,,,,,",,,",,,,,.,-..,. - 9 - nLrectors authorizing this Agreement and the sale con- templated hereby will be delivered to the Village on or prior to the Closing Date; and that no approval or other action by the shareholders of Prospect Meadows is necessary or required in connection with this Agree- ment or the sale contemplated hereby. (C) Plant and Equipment. That it has good and merchantable title to all of the property, assets, materials and supplies to be conveyed and transferred by it, subject to no mortgage, pledge, lien, conditional sale agreement, encumbrances or other charge (except as provided in Section l.Ol(b) herein}. CD) Litigation. That except for suits of a character incident to the normal conduct of Prospect Meadows' business and involving not more than Five Hundred Dollars ($500wOO), in the aggregate, there is no liti- gation, proceeding or investigation pending or, to the knowledge of Prospect Meadows, threatened, which might result in any materially adverse effect on Prospect Meadows, or change in the business or prospects of Prospect Meadows, or which questions the validity of any action taken or to be taken by Prospect Meadows pursuant to or in connection with the provisions of this Agreement, nor does Prospeot Meadows know or have any reasonable ground to know of any basis for any such litigation, proceeding or investigation. <: - lO - (E) Compliance with Obligations. That with respect to the operation of the property, assets, materials and supplies to be transferred, Prospect Meadows has at all times complied with the provisions of all applicable federal, state and local statutes, regulations and ordinances, and with all contracts and commitments to which it is a party, and is not in default under any thereof, by reason of the conveyance, assignment and transfer of said water distribution system to the village. (F) Rights of Way, Easements, etc. That Prospect Meadows is the holder of valid and subsisting rights of way, easements and other rights to the extent reasonably necessary for the conduct of the operations of the said water distribution system in the manner in which it is now conducted and maintained (except as provided in Section 1.Ol(b) herein). (G) Contracts. That on the Transfer Date, Prospect Meadows will not with respect to the said water distribution system be obligated under any service, management, auditing, legal or engineering contract whatsoever, and that by acquisition of the properties covered hereby the Village will not become obligated under any such contracts. (H) Well Site #2. That Prospect Meadows will plug, cap and disconnect the well on Well Site #2 and pay all of the cost and expense thereof. ""'C<m:",~,=,','''''UA"'''''''>""<'',,,,."_':'''''~",,M\\''''''''''.'l<',",,,~>~~''''''=~"~~."*.=>::)'~~--w=--=,~.~._-~--_._._--_._-~--~.,._-'"----- ." :.. - 11 - Section 4.02 The Village's Representations and Warranties The Village represents and warrants to Prospect Meadows as follows: (A) The Village of Mount Prospect is a municipal corporation duly organized and validly existing under the laws of the State of Illinois and has all of the necessary power and authority under the laws of said State to under- take and consummate the transactions with Prospect Meadows contemplated by this purchase agreement. (B) This purchase agreement and the sale contemplated herein have been duly authorized by the President and the Board of Trustees of the Village of Mount Prospect. (C) All proceedings required by law or by the provisions of this purchase agree~ent required to be taken, by the Village in connection with the due consumma- tion of the transactions contemplated herein have been duly and validly taken. (D) Upon the execution hereof this purchase agreement will be duly and legally binding upon the Village and effective to carry out its purpose. Section 4.03 Nature and Survival of Representations and Warranties All representations, warranties and agreements made by the parties hereto in this agreement or pursuant hereto shall survive the Closing hereunder. - l2 - ARTICLE V Conditions Precedent Section 5.01 All obligations of the Village under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (A) Representations and Warranties True at Closing. All representations and warranties made by Prospect Meadows in this agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby, shall be true at and as of the time of Transfer Date as though such representations and warranties were made at and as of such time. (B) Prospect Meadows~ Performance. The performance and compliance by Prospect Meadows with all agreements and conditions required by this agreement to be performed or complied with by it prior to or at the Closing date. (C) Releases. The obtaining by Prospect Meadows of proper and valid releases from all liens of any kind on or relating to the properties sold or any part thereof, except liens for current taxes and assess- ments. (D) Unmarketable Title. In the event that, on the Transfer Date, the title to any of the properties to be transferred by Prospect Meadows shall be unmarket- able (except as provided in Section 1.01(b) herein), Prospect Meadows at its expense, shall promptly cause each such title to be rendered marketable, but in the event the correction of a title is not feasible and .. - l3 - reasonably possible of accomplishment, then the cash pay- ment to be made by the Village shall be adjusted by an amount equal to the difference between the value of such property with and the value of property without such deficiency in title; provided that in the event the title, in the sole judgment of the Village, to a substantial part of the properties to be transferred is unmarketable on such date and is of such character as adversely and materially affects the value or reasonably advantageous operation of the properties transferred, the Village may, at its option, terminate this agreement, and neither of the parties hereto shall have any further obligation or liability hereunder (except to restore the status of the parties as it was prior to the execution of this agreement, as nearly as reasonably may be}. (E) Officers' Certificate. The delivery to the Village of a certificate of Prospect Meadows' Presi- dent or Vice President and Treasurer or Assistant Treasurer dated as of the Closing Date certifying that all repre- sentations and warranties made by Prospect Meadows in this agreement, or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby, are true at and as of the Closing Date. (F) Opinion of Counsel for Prospect Meadows. The delivery to the Village of an opinion of Prospect Meadows' counsel dated as of the Closing Date to the effect that: ~"'''"'',_".o''''"_-,''''',".,,,'''''''';''','''''"'''''_''''''''''''"''''''''"_''''~"'.;;?"'~.""""',=r","""'_'-""''''''~O'''''''''''~'~''''''=''''~=~~''='''''''"''"'''''''''''''~':\<',.,=="~~"....,.,...__,.,---...,,,,>IW",""""~~""'_"""""""""""_~~~----+- ~""_'____"'~___'"_=__'~J._'~_,,,,",,="~"~''''~''''''','-'''"''~ - 14 - (l) Prospect Meadows is a corporation duly organized, validly existing and in good standing under the laws of Illinois and has all of the necessary power and authority under the laws of said State to undertake and consummate the transfer and transaction with the Village contemplated by this agree- ment. (2) This agreement and the sale contemplated therein have been duly authorized by Prospect Meadows' Board of Directors. (3) All proceedings required by law or by the provisions of this agreement to be taken by Prospect Meadows in connection with the due consummation of the transactions contemplated therein have been duly and validly taken. (4) Except as provided in Section l.Ol(b) herein, Prospect Meadows has complete and unre- stricted power to sell, convey, transfer, and deliver to the Village all of the assets to be sold and the instruments executed and delivered to the Village pursuant to this agreement are valid in accordance with their terms, are in due legal form under Illinois law to transfer and convey to the Village good and market- able title to all of the aforesaid water distribution system, as contemplated by - l5 - this agreement, free and clear of any and all liabilities, obligations, liens, and encumbrances, except those which are or may be permitted hereunder, and except minor imperfections in title and encumbrances which are not substantial in amount, do not materially detract from the value of the properties subject thereto, and do not materially impair the use, occupancy and operation of such properties in the busi- ness in which they have been so used. Section 5.02 All obligations of prospect Meadows under this agreement are subject to the fulfillment of each of the following conditions: tAl Representations and Warranties. All repre- sentations and warranties made by the Village in this agree- ment or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby, shall be true at and as of the time of Closing Date as though such representations and warranties were made at and as of such time. (B) The Village's Performance. The per- formance and compliance by the Village with all agree- ments and conditions required by this agreement to be performed or complied with by it prior to or at the Closing Date. '-"'"'''''"''''"'-"~~''~''''''''''''~''''''''~,~7'-'''~'~~;:;:'~.=''''''_==='''",",,'''':'':Ono..''R.-'~'?'W""'=',~~;J;71::~""",7;,==~.it-~""~"''''.''':'''''=~---'----''--'-.----~._~-._____=<"i"" - l6 - (C) Officers' Certificate. The delivery to Prospect Meadows of a certificate of the Village's duly elected President, and attested to by its duly elected or appointed Village Clerk, dated as of the Closing Date certifying that: Cl) The Village has performed and complied with all agreement and conditions required by this agreement to be performed or com- plied with by the Village prior to or at the Closing Date. (2) All representations and warranties made by the Village in this agreement, or in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby, are true at and as of the Closing Date. CD) Opinion of Counsel for the Village. The delivery to Prospect Meadows of an opinion of the Village's counsel dated as of the Closing Date to the effect that: (1) The Village is a municipal corporation duly organized and validly existing under the laws of the State of Illinois and has all of the necessary power and authority under the laws of said State to undertake and consummate the transactions with Prospect Meadows contemplated by this agreement. (2) This agreement and the sale contemplated therein have been duly authorized by the President and Board of Trustees of the Village of Mount Prospect. ",.,-,.",.,."..~-",,,,,".,..,,,,",.~.,..,,,,,,~,,,,=.":,~,,,,,""".,_=,=~'!;t.~""=,,,,'==""..:==.==..~==,'m=.~~="_.'-'~'-~~M"~"'~""""'''=:,..'"""""'~~;?,~==~-=~-==""'" ' . .' ," - 17 - (3) All proceedings required by law or by the provisions of this agreement to be taken by the Village in connection with the due consummation of the transactions contem- plated therein have been duly and validly taken. The Village shall not be obligated to make any payment pursuant to the terms of this agreement unless Prospect Meadows shall be prepared to tender performance of all acts required by this agreement to be perfo~ed by it on or before the Closing Date, or upon such other date as may hereafter be mutually agreed upon in writing. Prospect Meadows shall not be obligated to convey any property pursuant to the terms of this agreement unless, on or before the Closing Date, the Village shall be prepared to make all payments to Prospect Meadows required hereunder and to tender performance of all other acts required by this agreement to be performed by it on or before the Closing Date. ARTICLE VI Miscellaneous Section G.Ol Parties in Interest This Agreement shall bind and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, and any references to any of the parties hereto shall be deemed to include all successors and assigns. , . - 18 - Section 6.02 I'nterpretations It is agreed that all questions of law arising under this Agreement shall be determined under and according to the laws of the state of Illinois. Section 6.03 Closirtg'Prevented In the event the parties hereto are prohibited or prevented by the terms of any order issued by any federal, state or local court or administrative agency (other than the Village or an agency thereof) from closing this agreement on the Closing Date according to the terms and conditions herein contained, the parties hereto agree that a new Closing and Transfer Date shall thereupon be established, said new Closing and Transfer Date to occur not more than twelve (12) months after the Closing and Transfer Dates presently pro- vided for herein. In the event the parties hereto are pro- hibited or prevented by the terms of any order issued by any federal, state or local court or administrative agency (other than the village or an agency thereof) from closing this agreement on the new Closing Date as provided for above, then Prospect Meadows and the Village shall each have the option either to terminate and cancel this agreement or to establish mutually new Closing and Transfer Dates. Section 6.04 Risk of Loss. If, prior to the Closing Date, any material part of the water system shall be destroyed, or substantially adversely affected by fire, flood, explosion or other cause, either party may, at its election, terminate this purchase agreement without any claim of either party hereto against the other in respect hereof. -- ," oM - 19 - Section 6.05 Notices All notices, requests or other written com- munications hereunder shall be made in writing addressed as follows: (a) In the case of Prospect Meadows, to: Mr. Edward Benjamin, Secretary Prospect Meadows Water Company lO South La Salle Street Chicago, Illinois 60603 with a copy to: Mr. Joseph A. Murphy Ancel, Glink, Diamond & Murphy, P.C. laO North La Salle Street Chicago, Illinois 60601 (b) In the case of the Village, to: Mr. Terry Burghard, Village Manager Village of Mount Prospect lOO South Emerson Street Mount Prospect, Illinois 60056 with a copy to: Mr. R. Marlin Smith Ross, Hardies, O'Keefe, Babcock & Parsons One IBM Plaza, Suite 3100 Chicago, Illinois 606ll or such other address as the party to whom such notices or request is given or made shall have specified in a notice in writing to the party giving or making such notice or request. Notices and requests shall be deemed to have been made when posted, stamped postage prepaid, if sent by mail, or when delivered to the addressee if personally delivered. Section 6.06 Further Assurances From time to time, at the reasonable request of the Village (either at or after the Closing Date), and without further consideration, Prospect Meadows, at its .. ;~ . - 20 - own expense, will execute and deliver such further instru- ments of conveyance and transfer as the Village may reason- ably request in order more effectively to convey to the Village any of the property to be transferred hereunder and will assist the Village in reducing any such property to possession. Section 6.07 Expenaes The parties hereto shall each bear all expenses incident to preparing all documents which each must respectively deliver or make available to the other hereunder. Section 6.08 Duplicate Originals This agreement may be simultaneously executed in duplicate originals and each such duplicate original executed and delivered, each as an original, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed, sealed and delivered by their respective officers thereunto duly authorized, as of the day and year first above written. ;;::;;t~ea~~~~ PROSPECT MEADOWS WATER COMPANY OF ILLINOIS ~ ,.. ~ By ST~L;~' ~~~~ J President VILLAGE OF MOUNT PROSPECT By ~/I~ CAROLY H. KRAUSE Village President (Corporate Seal) ATTEST: L~~ '~:W:&x~N CAROL FIELDS Deputy Village Clerk ..., i:.~ '~ P \ an, of, Wa,te'r pi~+ributioT\ S'( for Pro~pe.ct Meadows, Mt.ProJ r d VILLAGE OF MOUM'!' 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